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Form
20-F o
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Form
40-F x
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Yes
o
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No
x
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THE
TORONTO-DOMINION BANK
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DATE: February 22,
2007
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By:
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/s/
Rasha El Sissi
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Name:
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Rasha
El Sissi
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Title:
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Associate
Vice President, Legal
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1.
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I
have reviewed the interim filings (as this term is defined in Multilateral
Instrument 52-109 Certification
of Disclosure in Issuers' Annual and Interim Filings)
of The Toronto-Dominion Bank, (the issuer) for the interim period
ending
January 31, 2007;
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2.
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Based
on my knowledge, the interim filings do not contain any untrue
statement
of a material fact or omit to state a material fact required to
be stated
or that is necessary to make a statement not misleading in light
of the
circumstances under which it was made, with respect to the period
covered
by the interim filings;
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3.
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Based
on my knowledge, the interim financial statements together with
the other
financial information included in the interim filings fairly present
in
all material respects the financial condition, results of operations
and
cash flows of the issuer, as of the date and for the periods presented
in
the interim filings;
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4.
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The
issuer’s other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures and internal
control
over financial reporting for the issuer, and we have:
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(a)
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designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and |
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(b)
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designed
such internal control over financial reporting, or caused it to
be
designed under our supervision, to provide reasonable assurance
regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with the issuer’s GAAP;
and
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5.
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I
have caused the issuer to disclose in the interim MD&A any change in
the issuer’s internal control over financial reporting that occurred
during the issuer’s most recent interim period that has materially
affected, or is reasonably likely to materially affect, the issuer’s
internal control over financial
reporting.
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1.
|
I
have reviewed the interim filings (as this term is defined in Multilateral
Instrument 52-109 Certification
of Disclosure in Issuers' Annual and Interim Filings)
of The Toronto-Dominion Bank, (the issuer) for the interim period
ending
January 31, 2007;
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|
2.
|
Based
on my knowledge, the interim filings do not contain any untrue statement
of a material fact or omit to state a material fact required to be
stated
or that is necessary to make a statement not misleading in light
of the
circumstances under which it was made, with respect to the period
covered
by the interim filings;
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3.
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Based
on my knowledge, the interim financial statements together with the
other
financial information included in the interim filings fairly present
in
all material respects the financial condition, results of operations
and
cash flows of the issuer, as of the date and for the periods presented
in
the interim filings;
|
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4.
|
The
issuer’s other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures and internal control
over financial reporting for the issuer, and we have:
|
|
(a)
|
designed
such disclosure controls and procedures, or caused them to be designed
under our supervision, to provide reasonable assurance that material
information relating to the issuer, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which the interim filings are being
prepared; and
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|
(b)
|
designed
such internal control over financial reporting, or caused it to be
designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with the issuer’s GAAP;
and
|
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5.
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I
have caused the issuer to disclose in the interim MD&A any change in
the issuer’s internal control over financial reporting that occurred
during the issuer’s most recent interim period that has materially
affected, or is reasonably likely to materially affect, the issuer’s
internal control over financial
reporting.
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